STRATEGIC
      ALLIANCE AND CROSS LICENSE AGREEMENT

     

    by
      and among

     

    SOLAR
      THIN FILMS, INC.

     

    KRAFT
      ELEKTRONIKAI ZRT

     

    and
      

     

    AMELIO
      SOLAR, INC. 

     

    dated
      as of August 12, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    STRATEGIC
      ALLIANCE AND CROSS LICENSE AGREEMENT

     

    THIS
      STRATEGIC ALLIANCE AND CROSS LICENSE AGREEMENT,
      dated
      as of August 12, 2008 (the “Agreement”),
      is
      made and entered into by and among SOLAR
      THIN FILMS, INC., a
      Delaware corporation (the “Company”);
      KRAFT
      ELEKTRONIKAI ZRT,
      a
      corporation organized and existing under the laws of Hungary (“Kraft”);
      and
AMELIO
      SOLAR, INC.,
      a
      Delaware corporation (“Amelio”).
      The
      Company, Kraft, and Amelio are hereinafter sometimes individually referred
      to as
      a “Party”
and
      collectively as the “Parties.”

     

    I
      N T R O D U C T I O N

     

    This
      Agreement is made and entered into by the Parties with reference to the
      following:

     

    A. The
      Amelio Group has advised the STF Group that RESI and Z. Kiss has, or will have
      prior to the Closing Date (as hereinafter defined), transferred to Amelio all
      of
      their rights in the design, development, manufacture and sale of “PV Equipment,”
“PV Modules” and all “PV Technologies,” including, without limitation, all “a-Si
      Technology” and “CIGS Technology” (as those terms are hereinafter
      defined).

     

    B. The
      Parties hereto desire, pursuant to this Agreement, to establish an ongoing
      working relationship between the STF Group and the Amelio Group with respect
      to
      the future manufacture, sale and distribution of PV Equipment, PV Modules,
      and
“Turnkey PV Module Manufacturing Facilities”(as that term is hereinafter
      defined) using all PV Technologies developed or acquired by the STF Group or
      the
      Amelio Group.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements hereinafter contained,
      the
      Parties hereto intending to be bound thereby, it is hereby agreed as
      follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    In
      addition to the other terms defined elsewhere in this Agreement, the following
      capitalized terms shall have the meanings defined below.

     

    Affiliate.
      The
      term “Affiliate” shall mean, with respect to any Person, any other Person
      controlling, controlled by or under common control with such Person. The term
      “control” as used in the preceding sentence means the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      or
      policies of such Person, whether through the ownership of voting securities,
      by
      agreement or otherwise.

     

    Amelio CIGS
      PV Products.
      The
      term “Amelio CIGS PV Products” shall have the meaning set forth in Section
      3.1
      of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Amelio
      Group. The
      term
“Amelio Group” shall mean and include Amelio, RESI and Z. Kiss, and any direct
      and indirect Subsidiaries or Affiliates of such Persons, whether now existing
      or
      hereafter formed or acquired.

     

    a-Si.
      The
      term “a-Si” shall mean amorphous silicon.

     

    a-Si
      Equipment.
      The term
“a-Si Equipment” shall mean PV Equipment embodying the a-Si Technology that is
      utilized to deposit the active a-Si layer as a coating on PV
      Modules.

     

    a-Si
      Technology.
      The term
“a-Si Technology” shall mean all Intellectual Property and Improvements now or
      hereinafter developed or obtained by any of the Amelio Group or STF Group with
      respect to thin-film a-Si used as a coating or other material to deposit the
      active layer on PV Modules.

     

    Business
      Day.
      The term
“Business Day” shall mean any day on which the banks in New York City, New York,
      are open for business (excluding Saturday, Sunday and federal
      holidays).

     

    CIGS.
      The term
“CIGS” shall mean copper indium gallium diselenide.

     

    CIGS
      Equipment.
      The term
“CIGS Equipment” shall mean PV Equipment embodying the CIGS Technology that is
      utilized to deposit the active CIGS layer as a coating on PV
      Modules.

     

    CIGS
      Technology. The
      term
“CIGS Technology” shall mean all Intellectual Property and Improvements now or
      hereinafter developed or obtained by any of the Amelio Group or STF Group with
      respect to the use of CIGS as a coating or other material to deposit the active
      layer on PV Modules.

     

    Claim
      the term
“Claim” shall mean any claim, suit, action, cause of action, proceeding,
      investigation, dispute, demand, order, directive, obligation, loss, injury,
      liability, damage, deficiency, assessment, fine, penalty, forfeiture, judgment,
      lien, diminution of value, notice of violation or non-compliance, and all costs
      and expenses associated therewith, including, but not limited to, reasonable
      attorneys’ fees and expenses incurred to enforce this Agreement, to defend
      against any of the aforementioned claims, and to settle any of the
      aforementioned claims.

     

    Closing.
      The term
“Closing” shall mean the date of delivery of this Agreement and the consummation
      of the transactions contemplated by the Settlement Agreement and the Stock
      Purchase Agreement.

     

    Closing
      Date.
      The term
“Closing Date” shall mean the date of Closing of the transactions contemplated
      by this Agreement, the Settlement Agreement and the Stock Purchase Agreement;
      provided, that without the prior written consent of the Amelio Group, the
      Closing Date shall not occur later than the Outside Closing Date.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Collateral
      Manufacturing Equipment.
      The term
“Collateral Manufacturing Equipment” shall mean the collective reference to
      carts, tables and the other items of PV Equipment listed or described on
Schedule
      1
      annexed
      hereto and made a part hereof.

     

    Commencement
      Date.
      The term
“Commencement Date” shall have the meaning set forth in Section
      3.1(d)(i)
      of this
      Agreement.

     

    Core
      a-Si Equipment.
      The term
“Core a-Si Equipment” shall mean the equipment listed or described in
Schedule
      2
      annexed
      hereto and made a part hereof.

     

    Core
      CIGS Equipment.
      The term
“Core CIGS Equipment” shall mean the equipment listed or described in
Schedule
      3
      annexed
      hereto and made a part hereof.

     

    Existing
      RESI Agreements.
      The term
“Existing RESI Agreements” shall mean the collective reference to the R&D
      Contract and the Marketing and Turn-On Contract as defined and referred to
      in
      Paragraph A of the Settlement Agreement.

     

    Improvements.
      The term
“Improvements” shall mean any modification of or improvement to an invention
      described in any patent or patent application that, unlicensed, would infringe
      on one or more claims of any such patent or patent application, and any
      inventions, discoveries, or innovations, whether patentable or not, relating
      to
      or arising out of any existing patents, patent applications or
      inventions.

     

    Intellectual
      Property.
      The term
“Intellectual Property” shall mean and include all: (i) patents and patent
      applications (together with all reissues, re-examinations, renewals, extensions
      (including governmental equivalents thereto), substitutions, provisionals,
      additions, continuations, continuations-in-part, divisionals, supplementary
      protection certificates, Improvements and enhancements of all of the foregoing,
      and all trade secrets, trademarks, copyrights, Software (including STF
      Software); (ii) all inventions (whether patentable or not), invention
      disclosures, trade secrets, proprietary information, know how, technology,
      technical data, drawings, blueprints, and all documentation relating to any
      of
      the foregoing; (iii) all Improvements; (iv) all copyrights, copyright
      registrations and applications therefore, and all other rights corresponding
      thereto throughout the world; (v) all trade names, logos, common law trademarks
      and service marks, trademark and service mark registrations and applications
      therefore throughout the world; (vi) all databases and data collections and
      all
      rights therein throughout the world; (vii) all moral rights of authors and
      inventors, however denominated, throughout the world; (viii) all domain names
      drawings, blueprints, intellectual property and related know-how; (ix) all
      inventions, drawing, designs, descriptions, software and other materials
      relating to the Selenization Equipment; and (x) the turn-on function (including
      know-how documentation, training of personnel, organization of effectuating
      of
      performance testing) for PV Module Facilities.

     

    Limited
      STF Group License.
      The
      term “Limited STF Group License” shall have the meaning set forth on
Section
      2.2 (b)
      of this
      Agreement.

     

    Person .
      The
      term “Person” shall mean any individual, partnership, joint venture, firm,
      corporation, association, limited liability company, trust or other enterprise
      or any governmental or political subdivision or any agency, department or
      instrumentality thereof.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    PV.
      The term
“PV” shall mean photovoltaic.

     

    PV
      Equipment.
      The term
“PV Equipment” shall mean a-Si Equipment, CIGS Equipment and all other items of
      machinery, equipment, parts, components and Software deploying PV Technologies
      that are used or useful to manufacture and produce equipment to enable an owner
      or operator of such equipment to manufacture or produce PV Modules.

     

    PV
      Modules.
      The
      term “PV Modules” shall mean PV cells or modules, whether based on a-Si
      Technology, CIGS Technology or other PV Technologies.

     

    PV
      Technologies.
      The
      term “PV Technologies” shall mean the collective reference to (i) a-Si
      Technology, (ii) CIGS Technology, (iii) microcrystalline a-Si Technology, or
      (iv) any other development, improvements, additions or technologies now or
      hereafter developed that are used as a coating or other material to deposit
      the
      active layer on PV Modules or in PV Equipment.

     

    RESI. 
      The term
“RESI” shall mean Renewable Energy Solutions, Inc., a Delaware
      corporation.

     

    Settlement
      Agreement. The
      term
“Settlement Agreement” shall mean the Master Settlement Agreement, dated August
      __, 2008, among the Company, Kraft, Z. Kiss, Amelio and RESI.

     

    Software.
      The term
“Software” shall mean and include all computer programs, source codes, object
      codes and other related items used in computers to power or monitor PV
      Equipment.

     

    STF
      Group Customers.
      The term
“STF Group Customers” shall have the meaning set forth in Section
      3.1(b)
      of this
      Agreement.

     

    STF
      Selenization Equipment.
      The term
“STF Selenization Equipment” shall mean those specific items of equipment,
      components and parts related to CIGS Technology that are listed or described
      on
Schedule
      4
      annexed
      hereto and made a part hereof, which have heretofore been designed by RESI
      under
      certain of the Existing RESI Agreements for the benefit of the Company, and
      pursuant to which development fees have been paid by the Company to
      RESI.

     

    STF
      Selenization Equipment License.
      The
      term“STF
      Selenization Equipment License” shall have the meaning set forth in Section
      2.1(b)
      of this
      Agreement.

     

    STF
      Software.
      The term
“STF Software” shall mean and include all Software related solely to control
      systems for a-Si deposition systems and for sputtering chambers. 

     

    STF
      Group. The
      term
“STF Group” shall mean and include the Company, together with its wholly-owned
      Subsidiaries, Kraft and Superior Ventures Corp. and its majority-owned
      Subsidiary, Solar Thin Power, Inc., and any future direct and indirect
      Subsidiaries or Affiliates of the Company.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Turnkey
      PV Module Manufacturing Facilities.
      The term
“Turnkey PV Module Manufacturing Facilities” shall mean the collective reference
      to all PV Equipment and related components and software that are installed
      in
      any facility owned and operated by any Person to enable such Person to produce
      PV Modules in all PV Technologies.

     

    Sale
      of Control. The
      term
“Sale of Control” shall mean, as to any Person in question, the sale of all or
      substantially all of the securities or assets and business of such Person,
      whether by stock sale, asset sale, merger or consolidation) to any other Person
      who is not an Affiliate of the Person in question.

     

    Subsidiary.
      The term
“Subsidiary” shall mean any Person of which a majority of the outstanding voting
      securities or other voting equity interests are owned, directly or indirectly,
      by any other Person.

     

    Z.
      Kiss. The
      term
“Z. Kiss” shall mean Zoltan Kiss, an individual.

     

    ARTICLE
      II


     

    SELENIZATION
      EQUIPMENT AND AMELIO CIGS TECHNOLOGY LICENSES

     

    2.1. Selenization
      Equipment.

     

    (a) Ownership.
      On the
      Closing Date, the Amelio Group shall deliver to the Company the most recent
      copies and versions of all drawings, blueprints and other tangible Intellectual
      Property relating to the STF Selenization Equipment. As of the Closing Date,
      Amelio Group acknowledges and agrees all right, title and interest in and to
      the
      STF Selenization Equipment, including, without limitation, any Intellectual
      Property rights therein, shall remain the sole and exclusive property of the
      Company, and, to the extent not previously conveyed, the Amelio Group hereby
      assigns and conveys to the Company all of the Amelio Group’s right, title and
      interest in and to in and to the STF Selenization Equipment, including, without
      limitation, any Intellectual Property rights therein. The STF Group acknowledges
      and agrees, under this Section 2.1(a), Amelio Group is not assigning nor
      conveying any other Amelio Intellectual Property other than the STF Selenization
      Equipment.

     

    (b) License.
      Notwithstanding the foregoing, the Parties hereto acknowledge and agree that
      the
      Intellectual Property relating to the STF Selenization Equipment may constitute
      a portion of, enable, permit or otherwise be useful to the Amelio’s efforts to
      develop the Amelio CIGS Technology (defined below in Section
      2.2(a)).
      Accordingly, as of the Closing Date, the STF Group grants to the Amelio Group
      a
      perpetual, irrevocable, paid-up, royalty-free, worldwide, non-exclusive,
      assignable, transferable, sub-licensable right and license under the Company’s
      Intellectual Property rights in the STF Selenization Equipment to make, use,
      offer for sale, sell or import the STF Selenization Equipment (the “STF
      Selenization Equipment License”).
      

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    2.2. Amelio
      CIGS Technology.

     

    (a) Ownership.
      The
      Parties hereto do hereby acknowledge and agree that the Amelio Group has and
      shall continue to engage in research and development efforts to design and
      develop Amelio CIGS Technology, as defined below. Accordingly, the Parties
      hereto do hereby covenant and agree that all right, title and interest in and
      to
      (i) all CIGS Technology that has been or will be designed, developed, acquired
      or licensed by the Amelio Group and all Improvements thereto, including any
      Intellectual Property rights therein, and (ii) except to the extent that such
      products are sold to and paid for by third Persons (in which case such third
      Person will acquire a use license in a form customary in such transactions),
      or
      as otherwise expressly provided under this Agreement, all PV Equipment, PV
      Modules and PV Technologies derived from or to be derived from such CIGS
      Technology, and any Intellectual Property rights therein, (collectively,
“Amelio
      CIGS Technology”)
      shall
      remain the sole and exclusive property of the Amelio Group.

     

    (b) License.
      In
      order to facilitate and implement the rights and obligations of the STF Group
      set forth in Articles III and IV of this Agreement and for so long as the STF
      Group shall be marketing and distributing PV Equipment, PV Modules and Turnkey
      PV Module Manufacturing Facilities using Amelio CIGS Technology and
      manufacturing PV Equipment and Turnkey PV Module Manufacturing Facilities using
      Amelio CIGS Technology, as contemplated by such Articles III and IV below,
      as of
      the Closing Date, the Amelio Group grants to the STF Group a limited, worldwide,
      non-exclusive, irrevocable paid up royalty fee right and license under the
      Amelio Group’s Intellectual Property rights in the Amelio CIGS Technology to
      make for the Amelio Group and use the Amelio CIGS Technology for the sole and
      limited purpose of exercising STF Group’s rights and meeting STF Group’s
      obligations under Articles III and IV of this Agreement (the “Limited
      STF Group License”).
      The
      foregoing Limited STF Group License shall not be assignable or transferable
      and
      may not be sub-licensed by the STF Group, except: (i) as needed to allow STF
      Group to exercise its rights and meet its obligations under Articles III and
      IV
      of this Agreement, or (ii) to any successor-in-interest to the STF Group as
      a
      result of a Sale of Control; provided,
      that:
      (A)
      such successor-in-interest agrees to be bound by the terms of this Agreement
      and
      all other Collateral Documents, as applicable, and executes a writing indicating
      such intention to be so bound, or (B) if such successor-in-interest refuses
      to
      be bound to the terms of this Agreement and any applicable Collateral Documents,
      than Amelio’s written consent, not to be unreasonably withheld, will be required
      prior to any attempted Sale of Control.

     

    ARTICLE
      III

     

    MARKETING
      AND PURCHASE OF CIGS PV PRODUCTS

     

    3.1. Marketing
      and Distribution of CIGS PV Products.

     

    Effective
      as of the Closing Date, the Amelio Group does hereby grant unto the STF Group
      the non-exclusive right for a period of seven (7) years following the
“Commencement
      Date”
(as
      hereinafter defined), to market, distribute and sell throughout the world,
      on
      behalf of the Amelio Group, items of CIGS Equipment, PV Modules and Turnkey
      PV
      Module Manufacturing Facilities utilizing Amelio CIGS Technology (collectively,
      the “Amelio
      CIGS PV Products”).
      In
      such connection, the Parties hereto do hereby agree as follows:

     

    
      
        
        

      

      
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    (a) All
      of
      the terms and conditions of any contracts entered into by the STF Group with
      any
      Person electing to purchase CIGS PV Products shall be approved in writing in
      advance by Amelio, which approval shall not be unreasonably withheld or delayed,
      unless such contract shall be adverse to Amelio’s then commercial interests.
      Notwithstanding the foregoing, the Parties agree to develop a set of economic
      terms and forms of agreement that shall be deemed “pre-approved” by Amelio and
      which may be used by the STF Group in connection herewith. Any proposed changes
      to such pre-approved terms and conditions shall be approved in writing by Amelio
      in its discretion.

     

    (b) The
      Amelio Group shall be the general contractor and vender of record for delivery
      of the Amelio CIGS PV Products, and the STF Group shall serve as sole and
      exclusive subcontractor to manufacture, deliver and sell all Amelio CIGS PV
      Products to all customers or purchasers that are directly or indirectly sourced
      by or referred to the Amelio Group by the STF Group (the “STF
      Group Customers”).
      In
      such connection, the Amelio Group shall: 

     

    (i) contract
      directly, as general contractor, with the customer or purchase to sell and
      install Amelio CIGS PV Products, and 

     

    (ii) in
      addition to payment of the Commissions (defined below in Section 3.1(d)),
      purchase from the STF Group the equipment specified on Schedule
      5
      annexed
      hereto (“STF
      Group Equipment”).

     

    (c) The
      customer or purchaser prices for all Amelio CIGS PV Products marketed by the
      STF
      Group for the Amelio Group shall be based on the then prevailing list prices
      in
      effect as published by the Amelio Group; provided,
      that,
      the
      Parties recognize that concessions may be made during customer negotiations
      and
      the Parties agree to review these proposed concessions in good faith on a
      case-by-case basis for all Amelio CIGS PV Products sales sourced or referred
      to
      Amelio directly or indirectly by the STF Group. 

     

    (d) To
      the
      extent that the STF Group provides any STF Group Customers to the Amelio Group,
      the STF Group shall be entitled to receive the following sales commissions
      (the
“Commissions”),
      which
      Commissions shall be in addition to and not in lieu of any payments to which
      the
      STF Group shall be entitled to receive as subcontractor of PV Equipment and
      Turnkey PV Module Manufacturing Facilities utilizing CIGS Technology and any
      Intellectual Property or Improvements, pursuant to the provisions of Article
      IV
      of this Agreement:

     

    (i) For
      the
      first twelve (12) months (the “First
      Anniversary Year”),
      commencing at such time as the Amelio Group shall complete its research and
      development efforts with respect to CIGS Technology that is capable delivering
      any or all of the CIGS PV Products (the “Commencement
      Date”),
      a
      Commission equal to seven and one-half percent (7.5%) of the total purchase
      price of any such CIGS PV Products;

     

    (ii) For
      the
      twelve (12) months immediately following the First Anniversary Year (the
“Second
      Anniversary Year”),
      a
      Commission equal to seven percent (7.0%) of the total purchase price of any
      such
      CIGS PV Products;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (iii) For
      the
      twelve (12) months immediately following the Second Anniversary Year (the
“Third
      Anniversary Year”),
      a
      Commission equal to six and one-half percent (6.5%) of the total purchase price
      of any such CIGS PV Products; 

     

    (iv) For
      the
      twelve (12) months immediately following the Third Anniversary Year (the
“Fourth
      Anniversary Year”),
      a
      Commission equal to six percent (6.0%) of the total purchase price of any such
      CIGS PV Products; 

     

    (v) For
      the
      twelve (12) months immediately following the Fourth Anniversary Year (the
“Fifth
      Anniversary Year”),
      a
      Commission equal to five and one-half percent (5.5%) of the total purchase
      price
      of any such CIGS PV Products; and

     

    (vi) For
      the
      twelve (12) months immediately following the Fifth Anniversary Year (the
“Sixth
      Anniversary Year”)
      and
      for each of the remaining twelve (12) months thereafter, until the expiration
      of
      seven (7) years from the Commencement Date, a Commission equal to five percent
      (5.0%) of the total purchase price of any such CIGS PV Products.

     

    3.2. Production
      Capacity.
      Effective as of the Commencement Date and for the First Anniversary Year, the
      Amelio Group shall make available as necessary to fulfill obligations to STF
      Group Customers not less than thirty-five percent (35%) of its total annual
      production capacity (the “Dedicated
      Minimum Annual Production”)
      to the
      manufacture, delivery and installation of CIGS PV Products that are directly
      or
      indirectly sourced by the STF Group. In order to enable the Amelio Group to
      expand its own marketing and distribution efforts independent of the STF Group,
      the Parties hereto agree that such Minimum Annual Production shall be reduced
      by
      two and-one half percent (2.5%) per Anniversary Year; provided,
      that,
      without
      the prior written consent of STF, in no event shall such Dedicated Minimum
      Annual Production be reduced to less than twenty percent (20%). To the extent
      that such capacity is not sufficient to meet the requirements of STF Group
      Customers, the Parties shall meet and confer in good faith to discuss means
      to
      alleviate such capacity constraints. The Parties agree that production capacity
      to develop Amelio’s own manufacturing facilities shall be excluded from the
      foregoing limits.

     

    3.3. Purchases
      from STF Customers.
      In the
      event and to the extent that STF shall directly or indirectly source customers
      or purchasers for CIGS PV Products, it shall have the right to (a) negotiate
      and
      acquire equity interests in such STF Group Customers, and (b) purchase from
      such
      STF Group Customers PV Modules using CIGS Technology for resale. In such
      connection, the Amelio Group shall have the right to participate with the STF
      Group in such purchases; provided that the STF Group shall retain the exclusive
      right to not less than fifty percent (50%) of any such equity or PV Module
      purchases.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    3.4. Purchased
      CIGS Facilities.
      

     

    (a) For
      a
      period of ten (10) years from the Commencement Date, the STF Group shall have
      the right (but not the obligation) to purchase from the Amelio Group for itself
      or for any Affiliate of the STF Group (i) one Turnkey PV Module Manufacturing
      Facilities utilizing CIGS Technology and any Intellectual Property or
      Improvements relating thereto to be located in North America, (ii) one Turnkey
      PV Module Manufacturing Facilities utilizing CIGS Technology and any
      Intellectual Property or Improvements relating thereto to be located in Europe,
      and (iii) one Turnkey PV Module Manufacturing Facilities utilizing CIGS
      Technology and any Intellectual Property or Improvements relating thereto to
      be
      located in Asia (collectively, the “Purchased
      CIGS Facilities”);
      in
      each case, upon terms and conditions that are terms comparable to the best
      terms
      then being offered by the Amelio Group to third Persons.  In addition, if
      the STF Group shall have purchased one or more Purchased CIGS Facilities within
      seven (7) years of the Commencement Date, the STF Group shall have the right,
      exercisable at any time within ten (10) years from the Commencement Date, to
      purchase from the Amelio Group additional CIGS PV Products to expand such
      Purchased CIGS Facilities.

     

    (b) Amelio
      shall have the right, but not the obligation, to participate in up to
      twenty-five percent (25%) of the equity of any one or more of the Purchased
      Facilities on the same terms as STF.  Amelio shall also have the right to
      purchase or otherwise participate in up to twenty-five percent (25%) production
      output from any one or more of the Purchased CIGS Facilities on the same terms
      and conditions as STF.

     

    (c) The
      Purchase Price for any Purchased CIGS Facilities shall include a discount to
      give effect to the Commission that the STF Group would otherwise receive if
      the
      sale were to a STF Group Customer.

     

    (d) This
      provisions of this Section
      3.4
      is
      subject to the capacity restrictions of Section
      3.2
      hereof.


     

    ARTICLE
      IV

     

    PREFERRED
      VENDOR RELATIONSHIPS

     

    4.1 Core
      CIGS Equipment.

     

    (a) For
      a
      period of seven (7) years from the Commencement Date, the Amelio Group shall
      purchase from the STF Group one hundred percent (100%) of the Amelio Group’s
      total requirements for all Core CIGS Equipment that is to be sold by the Amelio
      Group to any one or more STF Group Customers.

     

    (b) With
      respect to Core CIGS Equipment that is not
      to be
      sold by the Amelio Group to any one or more STF Group Customers: 

     

    (i) for
      a
      period of eighteen (18) months from the Commencement Date, the Amelio Group
      shall purchase from the STF Group thirty five percent (35%) of the Amelio
      Group’s total requirements for all Core CIGS Equipment; and

     

    (ii) for
      the
      subsequent thirty (30) months, the Amelio Group shall purchase from the STF
      Group twenty-five percent (25%) of the Amelio Group’s total requirements for all
      Core CIGS Equipment.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    4.2 Core
      a-Si Equipment.
      For a
      period of eighteen (18) months from the Commencement Date, the STF Group shall
      be a preferred vendor (but not an exclusive supplier) of Core a-Si Equipment
      (including Turnkey PV Module Manufacturing Facilities utilizing a-Si Equipment);
      provided,
      however,
      that
      the Amelio Group shall provide to the STF Group purchase orders for not less
      than fifty percent (50%) of the Amelio Group’s total requirements for its Core
      a-Si Equipment. 

     

    4.3 Limitation
      on Percentage Purchase Requirements. The
      percentage of the Amelio Group’s purchase requirements set forth in Section
      4.1(b)
      and
Section
      4.2
      above
      shall continue until such time as the STF Group shall have been awarded purchase
      orders from the Amelio Group for such Core a-Si Equipment and/or Core CIGS
      Equipment that is not sold by Amelio to STF customers aggregating Fifty Million
      Dollars ($50,000,000).

     

    4.4 Collateral
      Manufacturing Equipment.
      The
      Amelio Group shall be free to purchase Collateral Manufacturing Equipment from
      any source(s), including, without limitation, the STF Group, at such prices
      as
      the Amelio Group and such vendor(s) may negotiate from time to
      time.

     

    4.5 Profit
      Margin to STF.
      

     

    (a) CIGS
      Equipment.
      Under
      the terms of its preferred vendor relationship, the STF Group shall be entitled
      to charge, as subcontractor to the Amelio Group (who shall serve as general
      contractor) for the production and sale of all Core CIGS Equipment (including
      Turnkey PV Module Manufacturing Facilities utilizing CIGS Equipment), such
      prices for Core CIGS Equipment as shall provide to the STF Group a “Profit
      Margin” of forty percent (40%) on the first order of Core CIGS Equipment, and
      thirty-five percent (35%) on all subsequent orders. As used in this Section
      4.4(a),
      the
      term “Profit
      Margin”
shall
      mean:

     

    (i) for
      the
      first order of such CIG Equipment, an amount, payable in U.S. Dollars, as shall
      be equal to 1.66666 times the sum of the actual costs incurred by the STF Group
      for (A) labor, (B) materials (including parts, components and other materials
      supplied by subcontractors), and (C) indirect manufacturing costs (which
      indirect manufacturing costs shall not exceed 35% of labor costs) in connection
      with the manufacture and delivery of such CIGS Equipment to the Amelio Group
      or
      its customers, and

     

    (ii) for
      all
      subsequent orders of such CIGS Equipment following the First Anniversary Year,
      an amount, payable in U.S. Dollars, as shall be equal to 1.53846 times the
      sum
      of the actual costs incurred by the STF Group for (A) labor, (B) materials
      (including parts, components and other materials supplied by subcontractors),
      and (C) indirect manufacturing costs (which indirect manufacturing costs shall
      not exceed 35% of labor costs) in connection with the manufacture and delivery
      of such CIGS Equipment to the Amelio Group or its customers.

     

    (b) Core
      a-Si Equipment.
      Under
      the terms of its preferred vendor relationship, the STF Group shall be entitled
      to charge, as subcontractor to the Amelio Group (who shall serve as general
      contractor) for the production and sale of all Core a-Si Equipment (including
      Turnkey PV Module Manufacturing Facilities utilizing a-Si Equipment), such
      prices for such a-Si Equipment as shall provide to the STF Group a “Profit
      Margin” of twenty five percent (25%) on all orders of such Core a-Si Equipment.
      As used in this Section
      4.4(b),
      the
      term “Profit
      Margin”
shall
      mean an amount, payable in U.S. Dollars, as shall be equal to 1.33333 times
      the
      sum of the actual costs incurred by the STF Group for (A) labor, (B) materials
      (including parts, components and other materials supplied by subcontractors),
      and (C) indirect manufacturing costs (which indirect manufacturing costs shall
      not exceed 35% of labor costs) in connection with the manufacture and delivery
      of such CIGS Equipment to the Amelio Group or its customers.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    4.6 Purchase
      Orders and General Terms.

     

    (a) Each
      purchase by the Amelio Group from the STF Group pursuant to this Article IV
      shall be evidenced by a written purchase order containing delivery, service
      and
      quality requirements as shall be acceptable to Amelio and which are consistent
      with the price, performance, specifications, and quality provided by
      state-of-the-art providers within the industry; provided that such delivery
      terms and quality requirements imposed upon the STF Group shall not,
      individually or in the aggregate, be less favorable to the STF Group than those
      then being imposed by the Amelio Group upon other third Person vendors or
      suppliers who are not part of the STF Group.

     

    (b) All
      of
      the foregoing purchase orders shall be subject to the STF Group general vendor
      terms and conditions, substantially in the form of Exhibit
      A
      annexed
      hereto and made a part hereof (the “STF
      Group Terms and Conditions”).

     

    4.6 Favored
      Nations Terms.

     

    (a) As
      a
      preferred supplier the STF Group will supply Amelio a-Si Core Equipment and
      CIGS
      Core Equipment at prices and terms that are competitive with arm's length prices
      and other terms and conditions for identical or functionally equivalent
      quantities and types of a-Si Core Equipment or CIGS Core Equipment that may,
      from time to time, be available to the Amelio Group from other technically
      and
      financially credible third Person suppliers who are not Affiliates of the Amelio
      Group or any Affiliate of the Amelio Group (the “Unaffiliated
      Suppliers”).
      

    


    (b) In
      connection with the foregoing, unless the payment terms and other terms and
      conditions demanded by such Unaffiliated Supplier shall be less favorable to
      the
      Amelio Group than those then available from the STF Group, in no event shall
      the
      STF Group pricing exceed one hundred and ten percent (110%) of the pricing
      offered from time to time by any such Unaffiliated Supplier(s). In the event
      that Amelio receives and wishes to accept a proposed purchase order for any
      a-Si
      Core Equipment or CIGS Core Equipment from an Unaffiliated Supplier that is
      (i)
      less than ninety percent (90%) of the pricing for such a-Si Core Equipment
      or
      CIGS Core Equipment then the prices then being offered by the STF Group, and
      (ii) on payment and other terms and conditions no less favorable to the Amelio
      Group then the payment and other terms being offered to Amelio by the STF Group,
      Amelio will forward such proposed purchase order to the STF Group with a request
      that the STF Group reduce its pricing to within one hundred and ten percent
      (110%) of such Unaffiliated Supplier’s pricing. In the event that STF declines
      to reduce its pricing accordingly, Amelio shall be free to accept such
      Unaffiliated Supplier’s offer. 

    


    (c) The
      Parties acknowledge that each operates in a highly dynamic and competitive
      marketplace.  The Parties agree to meet and confer on a periodic basis to
      discuss the margin structures each is targeting for its various business
      initiatives, and the cost structure imposed by this Agreement, and to revisit
      these terms in good faith in light of changing market circumstances, to the
      extent appropriate and by mutual agreement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (d) Notwithstanding
      the foregoing, the “favored nation” and other provisions of this Section
      4.6
      shall
not
      apply to
      any a-Si Core Equipment or any CIGS Core Equipment that is to be sold by the
      Amelio Group to any one or more STF Group Customers, provided
      that,
      this
      provision shall not have the affect of reducing Amelio’s gross margin by more
      than five percent (5%) as compared to transactions of similar terms, size and
      structure.

    


    ARTICLE
      V

     

    
      ACCOUNTING
        AND AUDIT

    

     

    5.1 Accounting
      and Audit.
      With
      respect to the payments, capacities and other financial terms described in
      Articles III and IV, the Parties shall keep full, clear and accurate records
      and
      accounts regarding such payments, capacities and other financial terms for
      a
      period of three (3) years. Each Party shall have the right through a person(s)
      appointed by the Party to audit, not more than once a year and during normal
      business hours, all such records and accounts to the extent necessary to verify
      such payments, capacities and other financial terms and to verify no
      underpayment has been made hereunder. Such audit shall be conducted at each
      Party’s own cost and expense, provided that if any discrepancy or error
      exceeding five percent (5%) of the money actually due is found through the
      audit, the cost of the audit shall be born by the other Party.

     

    ARTICLE
      VI

     

    
      ADDITIONAL
        AGREEMENTS OF THE PARTIES

       

    

    6.1 Limited
      Scope of Agreement.
      Notwithstanding anything to the contrary, express or implied, contained in
      this
      Agreement or in any Exhibit hereto, the rights and obligations of the Parties
      contained in Article II of this Agreement apply only to CIGS Technology and
      CIGS
      PV Products, and shall not be applicable to any PV Equipment, PV Modules,
      Turnkey PV Module Manufacturing Facilities or power plants or projects, that
      use
      PV Technologies, other than CIGS Technology. It is expressly understood and
      agreed among all Parties hereto that each of the Amelio Group and the STF Group
      may individually (a) engage, directly or with third Persons, in the development,
      design and exploitation of a-Si Technology, microcrystalline a-SI Technology
      or
      any development, improvements, additions or technologies now or hereafter
      developed (other than CIGS Technology) that are used as a coating or other
      material to deposit the active layer on PV Modules or in PV Equipment; and
      (b)
      manufacture, sell, distribute or otherwise deal in PV Equipment, PV Modules,
      Turnkey PV Module Manufacturing Facilities or power plants or projects, that
      use
      any PV Technologies, other than CIGS Technology, without regard to this
      Agreement or any obligation to any other Party or Parties to this Agreement.
      

     

    6.2 Competition.
      Except
      only with respect to CIGS Technology and CIGS PV Products, and then only to
      the
      extent expressly provided in Articles III and IV, it is expressly understood
      and
      agreed that each of the Amelio Group and the STF Group are free to engage in
      activities that may or shall compete with the other throughout the
      world.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VII

     

    TERM
      AND TERMINATION

     

    7.1. Term.
      Unless
      terminated earlier, this Agreement shall expire seven (7) years following the
      Commencement Date (“Term”).

     

    7.2. Termination.

     

    (a) Either
      Party may, at its option, terminate this Agreement in the event the other Party
      breaches any material obligation under this Agreement and fails to cure such
      breach within thirty (30) days from the date of receipt of notice of such breach
      given by the non-breaching party.

     

    (b) Either
      Party may, at its option, immediately terminate this Agreement by written notice
      to the other, in the event either Party: (i) files a petition in bankruptcy,
      (ii) enters into an agreement with its creditors, (iii) applies for or consents
      to the appointment of a receiver or trustee, (iv) makes an assignment for the
      benefit of creditors, (v) becomes subject to an attachment of, execution upon,
      or other judicial seizure of, all or substantially all of its assets, or (vi)
      becomes subject to involuntary proceedings under any bankruptcy or insolvency
      law (which proceedings are not dismissed within sixty (60) days.

     

    7.3. STF
      Obligations upon Termination.
      Any
      licenses to Amelio Group Intellectual Property that Amelio Group granted to
      STF
      Group hereunder shall terminate, and STF Group shall discontinue the use of
      the
      Amelio Group’s licensed Intellectual Property.

     

    7.4. Survival.
      Upon
      expiration of this Agreement, Article XI (Confidentiality) and the STF
      Selenization Equipment License in Section
      2.1(b)
      shall
      survive and the duties and obligations under that Article and Section shall
      continue.

     

    ARTICLE
      VIII

     

    REPRESENTATIONS AND
      WARRANTIES

     

    8.1. Mutual
      Representations and Warranties.
      Each
      Party represents and warrants:

     

    (a) It
      has
      the right and power to enter into this Agreement,

     

    (b) It
      has
      the right and authority to grant the assignments and licenses granted
      herein,

     

    (c) It
      is not
      aware of any assertion that its Intellectual Property infringes any granted
      patent, trademark or copyright of any person,

     

    (d) It
      is not
      aware of any pending or threatened claims before any governmental authority,
      which claim would likely affect or would give rise to litigation concerning
      the
      Intellectual Property licensed or assigned hereunder, and

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (e) It
      is not
      a party to any other licensing or other agreement or arrangement, besides this
      Agreement, that relates to the Intellectual Property licensed or assigned
      hereunder and it has not granted any rights to any person with respect to the
      Intellectual Property licensed or assigned hereunder.

     

    8.2. DISCLAIMERS.

     

    (a) NOTHING
      CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY OR REPRESENTATION
      THAT ANY MANUFACTURE, SALE, LEASE, USE OR IMPORTATION OF STF SELENIZATION
      EQUIPMENT OR AMELIO CIGS TECHNOLOGY WILL BE FREE FROM INFRINGEMENT OF PATENTS,
      COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERS, SAID WARRANTIES
      BEING HEREBY DISCLAIMED, AND IT SHALL BE THE SOLE RESPONSIBILITY OF EACH PARTY
      TO MAKE SUCH DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION
      OF
      LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY OF THIRD
      PARTIES.

     

    (b) EXCEPT
      AS
      UNAMBIGUOUSLY AND EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY EXHIBIT, THE
      PARTIES SPECIFICALLY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES,
      INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
      PURPOSE (WHETHER EXPRESS, IMPLIED, OR STATUTORY) REGARDING, RELATING TO,
      CONNECTED WITH OR ARISING OUT OF STF SELENIZATION EQUIPMENT AND AMELIO CIGS
      TECHNOLOGY OR ANY OTHER MATERIALS OR SERVICES FURNISHED OR PROVIDED TO EACH
      PARTY UNDER THIS AGREEMENT AND WITH RESPECT TO THE USE OF ANY OF THE
      FOREGOING.

     

    ARTICLE
      IX


     

    
      INDEMNIFICATION

    

     

    9.1. Mutual
      Indemnification.
      Each
      Party shall, at its cost and expense, indemnify, defend, and hold harmless
      the
      other Party and its and their respective agents from and against any Claims
      (as
      defined below in Section
      9.6)
      based
      upon, arising out of or otherwise related to:

     

    (a) any
      breach by such Party or any of its agents of any obligation, representation,
      or
      warranty of such Party under this Agreement,

     

    (b) any
      act,
      negligence, error, or omission by such Party or any of its agents with respect
      to its or their obligations under or by reason of this Agreement,

     

    (c) any
      violation of applicable law, or

     

    (d) any
      claim
      against a Party that the other Party’s licensed Intellectual Property described
      in Article II infringes any other person’s patents, trademarks or
      copyrights.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    9.2. Liability
      Limitation.
      Neither
      Party shall have any obligation under the prior Section 9.1 with respect to
      any
      Claims resulting from the negligent or intentionally wrongful act or omission
      of
      the other Party or their respective officers, directors, representatives, agents
      or employees.

     

    9.3. STG
      Group Indemnification.
      The STF
      Group shall, at its sole cost and expense, indemnify, defend, and hold harmless
      each member of the Amelio Group and its and their respective agents from and
      against any Claims based upon, arising out of or otherwise related to any claim
      against the Amelio Group based on the manufacture or sale of the Amelio CIGS
      Technology manufactured or used by STF Group, including, without limitation,
      any
      Claims based upon, arising out of or otherwise related to any death or injury
      to
      any person or damage to any property to the extent caused by defective
      manufacture or sale of such Amelio CIGS Technology or by the negligent
      manufacture or sale of such Amelio CIGS Technology.

     

    9.4 Amelio
      Group Indemnification. The
      Amelio Group shall, at its sole cost and expense, indemnify, defend, and hold
      harmless each member of the STF Group and its and their respective agents from
      and against any Claims based upon, arising out of or otherwise related to any
      claim against the STF Group based on the Amelio CIGS Technology infringing
      any
      Intellectual Property rights of any Unaffiliated Person.

     

    9.5 Notice
      of Claims and Assistance.
      A Party
      shall, within three (3) Business Days from the date of receipt of notice of
      any
      Claim, furnish to the other Party a copy of such notice and inform the other
      Party of all known facts relating to such Claim. The indemnifying Party shall
      have the right, at its cost and expense, to defend, negotiate, and otherwise
      resolve any Claim; provided, however, that the indemnified Party shall have
      the
      right, at its cost and expense, to participate in such Claim and to employ
      counsel of its choice. Each Party shall provide all information in its
      possession and all reasonable assistance to the other Party as necessary to
      enable the other Party to defend any Claim.

     

    9.6 Assistance.
      Each
      Party shall provide all information in its possession and reasonable assistance
      to the other Party as necessary to enable the other Party to defend any such
      Claim.

     

    ARTICLE
      X


     

    
      REMEDIES

    

     

    10.1. Remedies.
      STF
      Group agrees and acknowledges Amelio Group does not have any adequate remedy
      at
      law for STF Group’s breach or threatened breach of the Limited STF Group License
      in Section
      2.2(b)
      or of
      Article XI (Confidentiality) of this Agreement, and STF Group agrees, if STF
      Group breaches, or threatens to commit such a breach of this Agreement, then
      Amelio Group shall have the following rights and remedies, in addition to,
      and
      not in lieu of, any other rights and remedies available to Amelio Group under
      law or in equity (including, but not limited to, the recovery of damages):
      the
      right and remedy to have the provisions of this Agreement specifically enforced
      (without posting bond or other security and without the need to prove damages)
      by any court having equity or other appropriate jurisdiction, including, but
      not
      limited to, the right to an entry against STF Group of restraining orders and
      injunctions (preliminary, mandatory, temporary and permanent) against
      violations, threatened or actual, and whether or not then continuing, of such
      provisions.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    10.2. LIMITATIONS
      ON KINDS OF DAMAGES.
      IN NO
      EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY PUNITIVE, EXEMPLARY,
      INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING
      LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR COSTS
      OF
      PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGIES OR SERVICES OR COST OF COVER)
      IN
      CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, WHETHER ALLEGED AS A BREACH
      OF
      CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF SUCH PARTY HAS
      BEEN
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     

    10.3. LIMITATION
      ON AMOUNT OF DAMAGES.
      EACH
      PARTY’S LIABILITY TO THE OTHER UNDER THIS AGREEMENT OR THE TERMINATION OF THIS
      AGREEMENT FOR DIRECT DAMAGES, WILL NOT, IN ANY EVENT, EXCEED, IN THE AGGREGATE,
      THE FEES AND PAYMENTS PAID PURSUANT TO THIS AGREEMENT PROVIDED THAT THE
      FOREGOING LIMITATION SHALL NOT APPLY TO EITHER PARTY’S LIABILITY FOR DIRECT
      DAMAGES FOR BREACH OF ARTICLE XI (CONFIDENTIALITY).

     

    ARTICLE
      XI

     

    CONFIDENTIALITY

     

    11.1. Confidentiality.
      During
      the Term and for a period of ten (10) years after the expiration or termination
      of this Agreement (“Confidentiality Term”), the Receiving Party shall (as used
      in this Article XI, (as used in this Article XI, “Disclosing Party” shall mean a
      Party that discloses Confidential Information under this Agreement. “Receiving
      Party” shall mean a party that receives Confidential Information under this
      Agreement.):

     

    (a) protect
      and hold in confidence a Disclosing Party’s Confidential Information (as defined
      below in Section
      11.7);
      

     

    (b) not
      disclose or use, or cause to be disclosed or used, the Confidential Information
      of the Disclosing Party to or by any person except with the prior written
      consent of the Disclosing Party and in accordance with this
      Agreement;

     

    (c) handle,
      preserve, and protect the Confidential Information of the Disclosing Party
      with
      at least the same degree of care the Receiving Party affords its own
      Confidential Information; and 

     

    (d) use
      diligent efforts to ensure that each of its agents preserves and protects the
      confidentiality of all Confidential Information of the Disclosing
      Party.

     

    Notwithstanding
      the foregoing, information shall not be deemed the Confidential Information
      of
      the Disclosing Party for purposes of this Agreement, if such
      information:

     

    (i) is
      or
      becomes public knowledge through no act or omission of the Receiving Party
      in
      violation of this Agreement, as established by documentary evidence; provided,
      however, that such information shall not be deemed a matter of public knowledge
      merely because it (A) is embraced by more general information in the prior
      possession of a Party or any other person or (B) is expressed in public
      literature in general terms not specifically in accordance with such
      information;

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (ii) is
      lawfully received by, or otherwise made available to, the Receiving Party from
      an independent Person who does not owe a duty of confidentiality to the
      Disclosing Party, as established by documentary evidence;

     

    (iii) is
      already in the possession of the Receiving Party at the time of receipt from
      the
      Disclosing Party, as documented by pre-existing records of the Receiving Party
      and came into the possession of the Receiving Party from an independent person
      who did not owe a duty of confidentiality to the Disclosing Party in connection
      with the Confidential Information disclosed;

     

    (iv) is
      developed independently by the Receiving Party without any breach of this
      Agreement, as established by documentary evidence; or

     

    (v) subject
      to the following Section
      11.2,
      is
      required to be disclosed by the Receiving Party pursuant to any applicable
      law.

     

    11.2. Disclosure.

     

    (a) The
      Receiving Party shall immediately notify the Disclosing Party of receipt by
      the
      Receiving Party of any process, subpoena, demand, or request by any Person
      to
      disclose the Confidential Information of the Disclosing Party, and shall, as
      soon as practicable but in no event later than three (3) Business Days from
      the
      date of such receipt, furnish to the Disclosing Party a copy of such process,
      subpoena, demand, or request and inform the Disclosing Party of the
      circumstances relating thereto. The Receiving Party shall, at its cost and
      expense, take all reasonable steps to maintain and protect the confidentiality
      of the Confidential Information of the Disclosing Party, including, but not
      limited to, making a motion to quash or seeking a protective order against
      the
      disclosure of such Confidential Information; provided, however, that (i) nothing
      in this Agreement shall be deemed to require the Receiving Party to violate
      any
      law or judicial order and (ii) if a disclosure order is not quashed or a
      protective order is not obtained, then in response to such disclosure order,
      the
      Receiving Party may disclose only such Confidential Information of the
      Disclosing Party that, based upon the advice of the Receiving Party’s counsel,
      is legally required to be disclosed; provided, however, that within ten (10)
      Business Days from the date of such disclosure, the Receiving Party shall
      furnish to the Disclosing Party a copy of the Confidential Information disclosed
      and all correspondence and communications relating to such disclosure. The
      Disclosing Party also shall have the right to take any legal action to prevent
      disclosure of its Confidential Information, including, but not limited to,
      the
      right to appear on behalf of the Receiving Party as its attorney in fact, to
      represent the Receiving Party, and to employ counsel of its choice for these
      purposes, all at its cost and expense, and the Receiving Party shall assist
      and
      cooperate with the Disclosing Party in those efforts.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (b) If
      the
      Disclosing Party elects to exercise its rights under this Section
      11.2,
      it
      shall do so: (i) at its cost and expense, and (ii) shall hold harmless, defend,
      and indemnify the Receiving Party from and against any and all legal
      responsibility or liability from the exercise of these rights (except if caused
      by the negligence or willful misconduct of or breach of this Agreement by the
      Receiving Party).

     

    11.3. Confidentiality
      of Agreement.
      The
      provisions of this Article XI also shall apply to the contents of this
      Agreement; provided, however, that the contents hereof may be disclosed only
      on
      a confidential basis and pursuant to a confidentiality or secrecy agreement
      acceptable to the Disclosing Party (a) as required by applicable laws, (b)
      in
      connection with the enforcement of this Agreement, or (c) to such agents,
      professional advisors, and lenders of a Receiving Party who have a need to
      know
      such information.

     

    11.4. Limitation
      on Use of Confidential Information.

     

    (a) Except
      as
      provided in Section
      11.2,
      each of
      the Parties shall: (a) limit disclosure of any Confidential Information
      received by it under this Agreement to only those of its agents who are directly
      involved with this Agreement; (b) upon such disclosure, advise such agents
      of
      the proprietary nature of such Confidential Information; and (c) be responsible
      for any breach of this Agreement by its agents.

     

    (b) Except
      as
      provided in Section
      11.2,
      each of
      the Parties shall advise subcontractors and customers purchasing PV Equipment,
      PV Modules or Turnkey PV Module Manufacturing Facilities of the provisions
      of
      this Article XI and require such subcontractors and customers to agree to the
      terms of this Article XI.

     

    11.5. Notification
      of Breach.
      The
      Receiving Party shall (a) notify the Disclosing Party in the event there is
      any
      breach of this Article XI, including, but not limited to, conditions or
      circumstances that indicate Confidential Information of the Disclosing Party
      has
      been or may have been compromised or improperly disclosed or used and (b) upon
      request of the Disclosing Party, take all steps reasonably necessary to recover
      any and all Confidential Information that has been or may have been compromised
      or improperly disclosed or used. The cost and expense of taking such steps
      shall
      be borne solely by the Receiving Party.

     

    11.6. Return
      of Confidential Information.
      All
      Confidential Information shall be and remain the sole property of the Disclosing
      Party, and the Receiving Party shall have no rights or interests to or in such
      Confidential Information (except as provided in this Agreement). Immediately
      upon the expiration or termination of this Agreement, the Receiving Party shall
      (a) discontinue the use of the Confidential Information of the Disclosing Party,
      and (b) take reasonable steps to destroy all Confidential Information of the
      Disclosing Party that Receiving Party may not retain under this Agreement,
      including, but not limited to, all copies and originals of such Confidential
      Information in any medium and any material derived from or incorporating
      Confidential Information, accompanied by a written confirmation that all copies
      have been destroyed and all electronic memories, including archival media,
      have
      been purged of such Confidential Information.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    11.7. Confidential
      Information.
      “Confidential
      Information”
means
      any and all information and know-how in any form, whether of a technical,
      financial, business or other nature, including, but not limited to, information
      relating to a Party’s research, development, inventions, products, production,
      manufacturing, finances, marketing, customers, or business plans, including,
      but
      not limited to, trade secrets, know-how, data, formulas, processes, other
      intellectual property, or confidential communications, that (i) is or has been
      disclosed to or otherwise received or obtained by a Receiving Party, whether
      or
      not in connection with or pursuant to this Agreement and (ii) has been marked
      by
      the Disclosing Party as “Confidential” or, if disclosed orally, has been
      confirmed in writing (including, but not limited to, letter, facsimile, E-mail)
      by the Disclosing Party to be “Confidential” within ten (10) Business Days from
      the date of such disclosure.

     

    ARTICLE
      XII

     

    MISCELLANEOUS

     

    12.1. Expenses.
      Whether
      or not the transactions contemplated hereby are consummated, all costs and
      expenses incurred in connection with this Agreement and the transactions
      contemplated hereby shall be paid by (a) the Amelio Group, with respect to
      such
      costs and expenses incurred by it, and (b) the STF Group, with respect to such
      costs and expenses incurred by the STF Groups.

     

    12.2. Construction
      of this Agreement.
      All of
      the Parties to this Agreement have participated jointly in the negotiation
      and
      drafting of this Agreement. In the event any ambiguity or question of
      interpretation arises, this Agreement and the other documents and instruments
      executed in connection with this Agreement shall be construed as if drafted
      jointly, and no presumption or burden of proof shall arise favoring or
      disfavoring any Party by virtue of the authorship of any provision of this
      Agreement or such other documents and instruments. Any item disclosed on a
      disclosure schedule to this Agreement shall be deemed disclosed for and
      incorporated into all other disclosure schedules to which such item is
      applicable. The term “including” in this Agreement shall mean “including without
      limitation”. All references to immediately available funds or dollar amounts
      contained in this Agreement shall mean United States dollars. The headings
      contained in this Agreement are for reference purposes only and shall not affect
      in any way the meaning or interpretation of this Agreement. References to
“Schedules,” “Articles” or “Sections” herein shall be deemed to refer to the
      applicable disclosure schedule, article or section of this
      Agreement.

     

    12.3. Assignment.
      Except
      in connection with a Sale of Control by either the Amelio Group or the STF
      Group
      (or any member thereof), this Agreement and the respective rights and
      obligations of the Amelio Group and the STF Group hereunder shall not be
      assigned, delegated or otherwise transferred by either the Amelio Group or
      the
      STF Group without the prior written consent of the other. 

     

    12.4. Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of, and be binding upon and enforceable
      against, the successors and permitted assigns of the respective Parties hereto.
      

     

    12.5. Amendments.
      No
      amendment to or modification of this Agreement shall be effective unless it
      shall be in writing and signed by Amelio, acting on behalf of all of the members
      of the Amelio Group, and by the Company, acting on behalf of all members of
      the
      STF Group.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    12.6. Notices.
      All
      notices and other communications given under this Agreement shall be in writing
      and shall be deemed duly given (a) on the date of delivery, if delivered
      personally, (b) on the date of transmission, if sent via facsimile transmission
      to the facsimile number given below, and telephonic or written confirmation
      of
      receipt is obtained promptly after completion of transmission, (c) the Business
      Day after the date of delivery to a reputable and recognized next-day express
      courier service, or (d) three (3) Business Days after (or, in the case of a
      notice or communication sent overseas, ten (10) Business Days after) being
      mailed by registered or certified mail (return receipt requested), postage
      prepaid, to the Parties at the following addresses (or at such other address
      for
      a party as shall be specified by like notice):

    

      
        	
                If
                  to the STF Group, to:

              	 	
                Solar
                  Thin Films, Inc.

              
	 	 	
                505
                  Grove Street

              
	 	 	
                Haddonfield,
                  New Jersey 08033

              
	 	 	
                Attn:
                  Peter Lewis, Chief Executive Officer

              
	 	 	
                Tel:
                  (856) 673-1749

              
	 	 	
                Fax:
                  (609) 434-0602

              
	 	 	
                Email:
                  plewis@solarthinfilms.com

              
	 	 	 
	
                with
                  a required copy to:

              	 	
                Hodgson
                  Russ LLP

              
	 	 	
                1540
                  Broadway

              
	 	 	
                New
                  York, New York 10036

              
	 	 	
                Attention:
                  Stephen A. Weiss, Esq.

              
	 	 	
                Tel:
                  (212) 751-4300

              
	 	 	
                Facsimile:
                  (212) 751-0928

              
	 	 	
                email:
                  sweiss@hodgsonruss.com

              
	 	 	 
	
                If
                  to Amelio Group, to:

              	 	
                Amelio
                  Solar, Inc.

              
	 	 	
                200
                  Ludlow Drive, Suite C

              
	 	 	
                Ewing,
                  NJ 08638

              
	 	 	
                Attention:
                  Bruce Bower, CEO

              
	 	 	
                Tel:
                  609-434-0600

              
	 	 	
                Facsimile:
                  609-434-0602

              
	 	 	
                email:
                  bdbower@yahoo.com

              
	 	 	 
	
                with
                  a required copy to:

              	 	
                Day
                  Pitney LLP

              
	 	 	
                7
                  Times Square Tower

              
	 	 	
                New
                  York, New York 10036

              
	 	 	
                Attention:
                  Sabino (Rod) Rodriguez, III

              
	 	 	
                Tel:
                  (212) 297-2454

              
	 	 	
                Facsimile:
                  (718) 764-4356

              
	
                 

              	 	
                email:
                  srodriguez@daypitney.com

              


      

    

     

    Such
      addresses may be changed, from time to time by means of a notice given in the
      manner provided in this Section
      12.6
      (provided that no such notice shall be effective until it is received by the
      other Parties hereto).

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    12.7. Consent
      to Jurisdiction.
      Each of
      Parties do hereby irrevocably submits to the exclusive jurisdiction of (a)
      the
      Supreme Court of the State of New York sitting in New York County, and (b)
      the
      United States District Court for the Southern District of New York, for the
      purposes of any suit, action or other proceeding arising out of this Agreement
      and the Transaction Documents or any transaction contemplated hereby or thereby,
      except in each case with respect to any matters related to title or possession
      of real property, and any other matters that are justiciable only under the
      jurisdiction of another court. Each of the Parties irrevocably consent to
      service of process out of such courts in any action or proceeding by the mailing
      of copies thereof by registered or certified mail, postage prepaid, or by
      recognized overnight courier or delivery service, to the Parties at their
      respective addresses set forth herein. Each of the Parties irrevocably waives
      any objection which it may now or hereafter have to the laying of venue of
      any
      of the aforesaid actions or proceedings arising out of or in connection with
      this Agreement brought in the courts referred to above and hereby further
      irrevocably waives and agrees, to the full extent permitted by Applicable Law,
      not to plead or claim in any such court that any such action or proceeding
      brought in any such court has been brought in any inconvenient
      forum.

     

    12.8. Severability.
      If any
      provision of this Agreement or the application of any such provision to any
      Person or circumstance shall be held invalid, illegal or unenforceable in any
      respect by a court of competent jurisdiction, such invalidity, illegality or
      unenforceability shall not affect any other provision hereof and the Parties
      hereto shall negotiate in good faith to modify this Agreement, so as to effect
      the original intent of the Parties as closely as possible in a mutually
      acceptable manner in order that the transactions contemplated hereby may be
      consummated as originally contemplated.

     

    12.9. Waiver.
      Waiver
      of any term or condition of this Agreement by any Party shall be effective
      if in
      a writing signed by the Party against whom such waiver is asserted. Any such
      waiver shall not be construed as a waiver of any subsequent breach or failure
      of
      the same term or condition, or a waiver of any other term of this Agreement.
      No
      failure or delay by any Party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege.

     

    12.10. Counterparts.
      This
      Agreement may be executed in any number of counterparts, all of which shall
      be
      considered one and the same agreement, and shall become effective when one
      or
      more such counterparts have been signed by each of the Parties to this Agreement
      and delivered to the other Parties, it being understood that all Parties need
      not sign the same counterpart.

     

    12.11. Entire
      Agreement.
      This
      Agreement, including the disclosure schedules hereto and the other documents
      delivered pursuant to this Agreement, contains the entire agreement and
      understanding between the Parties hereto with respect to the subject matter
      hereof and supersede all prior and contemporaneous agreements, negotiations,
      correspondence, undertakings and understandings, oral or written, relating
      to
      such subject matter.

     

    12.12. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York applicable to agreements made and to be performed
      entirely within the State of New York, without regard to the conflicts of law
      principles of such state.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    12.13. Regulatory
      Approvals.
      The
      Parties are responsible for obtaining their own regulatory approvals, including
      any necessary approvals for the sale, export or import, of products that
      practice Intellectual Property licensed under this Agreement.

     

    12.14. Time
      is of the Essence.
      Time is
      of the essence in the performance of this Agreement.

     

    [the
      balance of this page intentionally left blank – signature page
      follows]

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Agreement to be duly executed as of the date first
      written above.

    

      
        	 	
                AMELIO
                  SOLAR, INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Bruce Bower

              
	 	 	
                Name:
                  Bruce Bower

              
	 	 	
                Title:
                  Chief Executive Officer

              
	 	 	 
	 	 	 
	 	
                SOLAR
                  THIN FILMS, INC.

              
	 	 	 
	 	 	 
	 	
                By

              	
                /s/
                  Robert M. Rubin

              
	 	 	
                Name:
                  Robert M. Rubin

              
	 	 	
                Title:
                  Chairman and CFO

              
	 	 	 
	 	 	 
	 	
                KRAFT
                  ELEKTRONIKAI ZRT

              
	 	 	 
	 	 	 
	 	
                By

              	
                /s/
                  Robert M. Rubin

              
	 	 	
                Name:
                  Robert M. Rubin

              
	 	 	
                Title:
                  Chairman

              


      

    

     

    
      
        
        

      

      
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